SILICON VALLEY BANK
                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT  is  entered  into  as of the Warrant
Effective Date, by and between Silicon Valley Bank ("Purchaser") and the Company
whose  name  appears  on  the  last  page  of  this  Agreement.

                                    RECITALS
                                    --------

     A.     Concurrently  with the execution of this Agreement, the Purchaser is
purchasing from the Company a Warrant to Purchase Stock (the "Warrant") pursuant
to  which  Purchaser  has  the  right to acquire from the Company the Shares (as
defined  in  the  Warrant).

     B.     By this Agreement, the Purchaser and the Company desire to set forth
the  registration  rights  of  the  Shares  all  as  provided  herein.

          NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions  hereinafter set forth, the parties hereto mutually agree as follows:

     1.     Registration  Rights.  The  Company covenants and agrees as follows:
            --------------------

          1.1     Definitions.  For  purposes  of  this  Section  1:
                  -----------

               (a)     The  term  "register,"  "registered,"  and "registration"
refer  to  a  registration  effected  by  preparing  and  filing  a registration
statement  or similar document in compliance with the Securities Act of 1933, as
amended (the "Securities Act"), and the declaration or ordering of effectiveness
of  such  registration  statement  or  document;

               (b)     The  term  "Registrable  Securities" means (i) the Shares
(if  Common  Stock)  or  all  shares  of Common Stock of the Company issuable or
issued  upon  conversion  of the Shares and (ii) any Common Stock of the Company
issued  as (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued as) a dividend or other distribution with respect
to,  or  in  exchange  for  or  in replacement of, any stock referred to in (i).

               (c)     The  terms  "Holder"  or "Holders" means the Purchaser or
qualifying  transferees  under  subsection  1.8  hereof  who  hold  Registrable
Securities.

               (d)     The  term  "SEC"  means  the  Securities  and  Exchange
Commission.

          1.2     Company  Registration.
                  ---------------------

               (a)     Registration.  If  at  any time or from time to time, the
                       ------------
Company  shall  determine to register any of its securities, for its own account
or the account of any of its shareholders, other than a registration on Form S-1
or  S-8  relating  solely  to  employee  stock  option  or  purchase plans, or a
registration  on  Form  S-4 relating solely to an SEC Rule 145 transaction, or a
registration  on any other form (other than Form S-1, S-2, S-3 or S-18, or their
successor  forms)  or  any  successor  to  such  forms,  which  does not include
substantially  the  same  information  as  would be required to be included in a
registration  statement covering the sale of Registrable Securities, the Company
will:


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                    (i)     promptly  give to each Holder written notice thereof
(which shall include a list of the jurisdictions in which the Company intends to
attempt  to qualify such securities under the applicable blue sky or other state
securities  laws);  and

                    (ii)     include  in such registration (and compliance), and
in  any  underwriting involved therein, all the Registrable Securities specified
in  a  written  request  or  requests, made within 20 days after receipt of such
written  notice  from the Company, by any Holder or Holders, except as set forth
in  subsection  1.2(b)  below.

               (b)     Underwriting.  If  the  registration of which the Company
                       ------------
gives  notice is for a registered public offering involving an underwriting, the
Company  shall  so  advise  the  Holders  as  a part of the written notice given
pursuant  to  subsection  1.2(a)(i).  In  such  event the right of any Holder to
registration  pursuant  to  this  subsection  1.2 shall be conditioned upon such
Holder's  participation  in such underwriting and the inclusion of such Holder's
Registrable  Securities  in the underwriting to the extent provided herein.  All
Holders proposing to distribute their securities through such underwriting shall
(together  with  the  Company  and  the  other  shareholders  distributing their
securities  through  such  underwriting) enter into an underwriting agreement in
customary  form  with  the  underwriter  or  underwriters  selected  for  such
underwriting  by  the  Company.

          1.3     Expenses of Registration.  All expenses incurred in connection
                  ------------------------
with  any  registration,  qualification or compliance pursuant to this Section 1
including  without  limitation, all registration, filing and qualification fees,
printing  expenses,  fees  and  disbursements  of  counsel  for  the Company and
expenses  of  any special audits incidental to or required by such registration,
shall  be  borne  by the Company except the Company shall not be required to pay
underwriters' fees, discounts or commissions relating to Registrable Securities.
All expenses of any registered offering not otherwise borne by the Company shall
be  borne  pro  rata  among  the  Holders  participating in the offering and the
Company.

          1.4     Registration  Procedures.  In  the  case of each registration,
                  ------------------------
qualification  or  compliance  effected  by  the  Company  pursuant  to  this
Registration  Rights  Agreement, the Company will keep each Holder participating
therein  advised  in  writing  as  to  the  initiation  of  each  registration,
qualification  and  compliance  and  as  to  the  completion thereof.  Except as
otherwise  provided  in  subsection  1.3,  at  its  expense  the  Company  will:

               (a)     Prepare  and  file  with the SEC a registration statement
with  respect  to  such Registrable Securities and use its best efforts to cause
such  registration  statement  to become effective, and, upon the request of the
Holders  of a majority of the Registrable Securities registered thereunder, keep
such  registration  statement  effective  for  up  to  120  days.

               (b)     Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as  may  be  necessary  to  comply with the
provisions  of  the  Securities  Act  with  respect  to  the  disposition of all
securities  covered  by  such  registration  statement.

               (c)     Furnish  to  the  Holders  such  numbers  of  copies of a
prospectus,  including  a  preliminary  prospectus,  in  conformity  with  the
requirements  of  the  Securities  Act,  and  such  other  documents as they may
reasonably  request  in  order  to  facilitate  the  disposition  of Registrable
Securities  owned  by  them.

               (d)     Use  its  best  efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
Blue  Sky  laws  of  such  jurisdictions


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as shall be reasonably requested by the Holders, provided that the Company shall
not  be required in connection therewith or as a condition thereto to qualify to
do  business  or  to  file  a  general consent to service of process in any such
states  or  jurisdictions.

               (e)     In  the  event of any underwritten public offering, enter
into  and  perform its obligations under an underwriting agreement, in usual and
customary  form,  with  the  managing underwriter of such offering.  Each Holder
participating  in  such  underwriting  shall  also  enter  into  and perform its
obligations  under  such  an  agreement.

               (f)     Notify  each  Holder of Registrable Securities covered by
such  registration  statement  at any time when a prospectus relating thereto is
required  to be delivered under the Securities Act or the happening of any event
as  a result of which the prospectus included in such registration statement, as
then  in  effect,  includes  an  untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  in  the  light  of  the circumstances then
existing.

          1.5     Indemnification.
                  ---------------

               (a)     The  Company  will  indemnify  each Holder of Registrable
Securities  and  each  of  its officers, directors and partners, and each person
controlling  such Holder, with respect to which such registration, qualification
or  compliance  has  been  effected  pursuant to this Rights Agreement, and each
underwriter,  if  any,  and  each  person  who  controls  any underwriter of the
Registrable  Securities  held by or issuable to such Holder, against all claims,
losses,  expenses,  damages  and  liabilities  (or  actions  in respect thereto)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any prospectus, offering circular or other document
(including  any  related  registration  statement,  notification  or  the  like)
incident  to any such registration, qualification or compliance, or based on any
omission  (or  alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statement therein not misleading, or any
violation  or  alleged  violation  by  the  Company  of  the Securities Act, the
Securities  Exchange  Act  of  1934,  as  amended, ("Exchange Act") or any state
securities  law  applicable to the Company or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any such state law and relating to
action  or  inaction  required  of  the  Company  in  connection  with  any such
registration,  qualification of compliance, and will reimburse each such Holder,
each  of  its officers, directors and partners, and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter,
within  a  reasonable amount of time after incurred for any reasonable legal and
any  other  expenses  incurred  in  connection  with investigating, defending or
settling  any  such claim, loss, damage, liability or action; provided, however,
that the indemnity agreement contained in this subsection 1.5(a) shall not apply
to  amounts  paid  in  settlement of any such claim, loss, damage, liability, or
action  if such settlement is effected without the consent of the Company (which
consent  shall  not  be  unreasonably  withheld); and provided further, that the
Company  will  not be liable in any such case to the extent that any such claim,
loss,  damage  or liability arises out of or is based on any untrue statement or
omission  based  upon  written  information  furnished  to  the  Company  by  an
instrument  duly  executed  by  such  Holder or underwriter specifically for use
therein.

               (b)     Each  Holder  will,  if Registrable Securities held by or
issuable  to  such  Holder  are  included  in  the  securities  as to which such
registration,  qualification  or  compliance  is  being  effected, indemnify the
Company,  each  of  its directors and officers, each underwriter, if any, of the
Company's  securities  covered by such a registration statement, each person who
controls  the  Company  within the meaning of the Securities Act, and each other
such  Holder,  each  of  its  officers,  directors  and partners and each person
controlling  such  Holder,  against  all  claims,  losses, expenses, damages and
liabilities  (or  actions  in  respect


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thereof)  arising  out  of  or  based on any untrue statement (or alleged untrue
statement)  of  a  material  fact  contained in any such registration statement,
prospectus,  offering  circular  or  other document, or any omission (or alleged
omission)  to  state  therein  a  material fact required to be stated therein or
necessary  to make the statements therein not misleading, and will reimburse the
Company,  such  Holders,  such  directors,  officers,  partners,  persons  or
underwriters  for  any  reasonable  legal  or  any  other  expenses  incurred in
connection  with  investigating,  defending  or  settling  any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission)  is made in such registration statement, prospectus, offering circular
or  other  document  in reliance upon and in conformity with written information
furnished  to  the  Company  by  an  instrument  duly  executed  by  such Holder
specifically  for  use  therein; provided, however, that the indemnity agreement
contained  in  this  subsection  1.5(b)  shall  not  apply  to  amounts  paid in
settlement  of  any  such  claim,  loss,  damage,  liability  or  action if such
settlement  is  effected without the consent of the Holder, (which consent shall
not  be  unreasonably withheld); and provided further, that the total amount for
which  any  Holder shall be liable under this subsection 1.5(b) shall not in any
event  exceed  the  aggregate  proceeds received by such Holder from the sale of
Registrable  Securities  held  by  such  Holder  in  such  registration.

               (c)     Each  party  entitled  to  indemnification  under  this
subsection 1.5 (the "Indemnified Party") shall give notice to the party required
to  provide  indemnification  (the  "Indemnifying  Party")  promptly  after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and  shall  permit  the Indemnifying Party to assume the defense of any
such  claim or any litigation resulting therefrom; provided that counsel for the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by  the  Indemnified  Party  (whose  approval  shall not be
unreasonably  withheld),  and  the  Indemnified  Party  may  participate in such
defense  at  such party's expense; and provided further, that the failure of any
Indemnified  Party  to  give  notice  as  provided  herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
prejudice  to  the Indemnifying Party; and provided further, that an Indemnified
Party  (together  with  all  other  Indemnified Parties which may be represented
without  conflict  by  one  counsel) shall have the right to retain one separate
counsel,  with  the  fees  and expenses to be paid by the Indemnifying Party, if
representation  of  such  Indemnified  Party  by  the  counsel  retained  by the
Indemnifying  Party  would be inappropriate due to actual or potential differing
interests between such Indemnified Party and any other party represented by such
counsel  in  such proceeding.  No Indemnifying Party, in the defense of any such
claim  or  litigation, shall, except with the consent of each Indemnified Party,
consent  to  entry  of  any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  such  Indemnified  Party  of a release from all liability in respect to such
claim  or  litigation.

          1.6     Information  by  Holder.  Any Holder or Holders of Registrable
                  -----------------------
Securities  included  in  any registration shall promptly furnish to the Company
such  information regarding such Holder or Holders and the distribution proposed
by  such Holder or Holders as the Company may request in writing and as shall be
required  in  connection  with  any  registration,  qualification  or compliance
referred  to  herein.

          1.7     Rule  144  Reporting.  With  a  view  to  making  available to
                  --------------------
Holders  the  benefits  of  certain  rules  and regulations of the SEC which may
permit  the  sale  of  the  Registrable  Securities  to  the  public  without
registration,  the  Company  agrees  at  all  times  to:

               (a)     make  and  keep  public  information  available, as those
terms  are  understood  and  defined  in  SEC  Rule 144, after 90 days after the
effective date of the first registration filed by the Company for an offering of
its  securities  to  the  general  public;


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               (b)     file  with  the  SEC  in  a timely manner all reports and
other  documents  required  of  the  Company  under  the  Securities Act and the
Exchange  Act  (at  any  time  after  it  has  become  subject to such reporting
requirements);  and

               (c)     so  long  as a Holder owns any Registrable Securities, to
furnish to such Holder forthwith upon request a written statement by the Company
as  to  its  compliance with the reporting requirements of said Rule 144 (at any
time  after 90 days after the effective date of the first registration statement
filed  by  the Company for an offering of its securities to the general public),
and  of the Securities Act and the Exchange Act (at any time after it has become
subject  to  such  reporting  requirements), a copy of the most recent annual or
quarterly  report  of the Company, and such other reports and documents so filed
by  the  Company as the Holder may reasonably request in complying with any rule
or regulation of the SEC allowing the Holder to sell any such securities without
registration.

          1.8     Transfer  of  Registration  Rights.  Subject  to  Section  1.9
                  ----------------------------------
below,  Holders'  rights  to  cause the Company to register their securities and
keep information available, granted to them by the Company under subsections 1.2
and  1.7  may  be assigned to a transferee or assignee of a Holder's Registrable
Securities  not  sold to the public, provided, that the Company is given written
notice  by  such  Holder  at  the time of or within a reasonable time after said
transfer,  stating  the  name  and  address  of  said transferee or assignee and
identifying  the  securities  with respect to which such registration rights are
being  assigned.  The  Company  may prohibit the transfer of any Holders' rights
under this subsection 1.8 to any proposed transferee or assignee who the Company
reasonably  believes  is  a  competitor  of  the  Company.

          1.9     Multiple  Transfers.  If  less  than  all  of  the Registrable
                  -------------------
Securities owned by Holder are transferred such that more than one Holder exists
and  has  rights  hereunder  by  virtue  of  its  ownership  of such Registrable
Securities,  then  all  Holders  of  Registrable  Securities must exercise their
rights  hereunder jointly through Silicon Valley Bank or an affiliate of Silicon
Valley  Bank.

     2.     General.
            -------

          2.1     Waivers  and  Amendments.  With  the  written  consent  of the
                  ------------------------
record  or  beneficial  holders  of  at  least  a  majority  of  the Registrable
Securities,  the obligations of the Company and the rights of the Holders of the
Registrable  Securities  under this agreement may be waived (either generally or
in  a particular instance, either retroactively or prospectively, and either for
a  specified  period  of  time  or  indefinitely), and with the same consent the
Company, when authorized by resolution of its Board of Directors, may enter into
a  supplementary  agreement  for  the  purpose  of  adding  any provisions to or
changing  in  any manner or eliminating any of the provisions of this Agreement;
provided,  however,  that no such modification, amendment or waiver shall reduce
the aforesaid percentage of Registrable Securities without the consent of all of
the  Holders  of the Registrable Securities.  Upon the effectuation of each such
waiver,  consent,  agreement  of  amendment  or  modification, the Company shall
promptly  give  written  notice thereof to the record holders of the Registrable
Securities who have not previously consented thereto in writing.  This Agreement
or any provision hereof may be changed, waived, discharged or terminated only by
a  statement  in  writing  signed  by the party against which enforcement of the
change,  waiver,  discharge  or  termination  is  sought,  except  to the extent
provided  in  this  subsection  2.1.

          2.2     Governing  Law.  This  Agreement  shall  be  governed  in  all
                  --------------
respects  by  the  laws  of  the State of California as such laws are applied to
agreements  between  California  residents  entered  into  and  to  be performed
entirely  within  California.


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          2.3     Successors  and  Assigns.  Except  as  otherwise  expressly
                  ------------------------
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the  successors, assigns, heirs, executors and administrators of
the  parties  hereto.

          2.4     Entire  Agreement.  Except  as set forth below, this Agreement
                  -----------------
and the other documents delivered pursuant hereto constitute the full and entire
understanding  and  agreement  between  the  parties with regard to the subjects
hereof  and  thereof.

          2.5     Notices,  etc.  All  notices and other communications required
                  -------------
or  permitted  hereunder  shall be in writing and shall be mailed by first class
mail,  postage  prepaid, certified or registered mail, return receipt requested,
addressed  (a)  if to Holder, at such Holder's address as set forth below, or at
such  other  address  as  such  Holder  shall  have  furnished to the Company in
writing,  or (b) if to the Company, at the Company's address set forth below, or
at  such  other  address  as  the  Company shall have furnished to the Holder in
writing.

          2.6     Severability.  In  case  any provision of this Agreement shall
                  ------------
be invalid, illegal, or unenforceable, the validity, legality and enforceability
of  the  remaining  provisions  of  this Agreement or any provision of the other
Agreement  s  shall  not  in  any  way  be  affected  or  impaired  thereby.

          2.7     Titles  and  Subtitles.  The  titles  of  the  sections  and
                  ----------------------
subsections  of this Agreement are for convenience of reference only and are not
to  be  considered  in  construing  this  Agreement.

          2.8     Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  instrument.


PURCHASER                                 COMPANY

SILICON VALLEY BANK                       RAPIDTRON, INC.


By:                                       By:/s/  John  A.  Creel
   --------------------------                -----------------------------------
Name:                                     Name:  John  A.  Creel
     ------------------------                  ---------------------------------
Title:                                    Title: CEO/President
      -----------------------                   --------------------------------

                                          By:/s/  Peter  Dermutz
                                             -----------------------------------
                                          Name:  Peter  Dermutz
                                               ---------------------------------
                                          Title: Secretary/Treasurer
                                             -----------------------------------


Address:                                  Address:

3003 Tasman Drive                         3151 Airway Avenue, Building Q
Santa Clara, CA 95054                     Costa Mesa, CA 92626


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